Common use of Delivery of and Payment for the Offered Securities Clause in Contracts

Delivery of and Payment for the Offered Securities. Delivery of and payment for the Firm Securities shall be made at the office of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX, at 10:00 a.m., New York City time, on [ ], ______ or at such other date (not later than seven full business days thereafter), time or place as shall be determined by agreement between the Underwriters and the Trust. This date and time are hereinafter referred to as the "First Closing Date." On the First Closing Date, the Trust shall deliver or cause to be delivered certificates representing the Firm Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Trust of the purchase price by certified or official bank check or checks payable in immediately available funds or wire transfer to an account in New York previously designated to the Underwriters by the Trust. The Firm Securities to be offered and sold by the Underwriters shall be (i) in the form of one or more permanent global securities in definitive form (the "Firm Global Securities"), (ii) registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") and (iii) delivered to The Bank of New York as custodian for DTC. Interests in any Firm Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. For the purpose of expediting the checking and packaging of the certificates for the Firm Securities, the Trust shall make the certificates representing the Firm Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the First Closing Date. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. At any time on or before the thirtieth day after the date of this Agreement, the option granted in Section 3 may be exercised by written notice being given to the Trust by the Underwriters. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the date and time, as determined by the Underwriters, when the Optional Securities are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the third business day after the date on which the option shall have been exercised nor later than the seventh business day after the date on which the option shall have been exercised. The date and time the Optional Securities are delivered are hereinafter referred to as the "Optional Closing Date" and the First Closing Date and the Optional Closing Date are each hereinafter referred to as a "Closing Date". Delivery of and payment for the Optional Securities shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Trust) at 10:00 a.m., New York City time, on the Optional Closing Date. On the Optional Closing Date, the Trust shall deliver or cause to be delivered certificates representing the Optional Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Trust of the purchase price by certified or official bank check or checks payable in immediately available funds or wire transfer to an account in New York previously designated to the Underwriters by the Trust. The Optional Securities to be offered and sold by the Underwriters shall be (i) in the form of one or more permanent global securities in definitive form (the "Optional Global Securities"), (ii) registered in the name of Cede & Co., as nominee for DTC and (iii) delivered to The Bank of New York as custodian for DTC. Interests in any Optional Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. For the purpose of expediting the checking and packaging of the certificates for the Optional Securities, the Trust shall make the certificates representing the Optional Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the Optional Closing Date. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. As compensation for the Underwriters' commitments, the Guarantor will pay to the Underwriters for their proportionate accounts on each Closing Date $[ ] per each Preferred Security purchased by such Underwriter on the respective Closing Date.

Delivery of and Payment for the Offered Securities. Delivery of -------------------------------------------------- and payment for the Firm Offered Securities shall be made at the headquarters office of Skaddenthe managing Underwriter, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XXor at such other location as may be agreed upon by the Underwriters and the Company, at 10:00 a.m., New York City time, on [ ], ______ or at such other date (not later than seven full business days thereafter), time or place as shall be determined by agreement between the Underwriters and the Trust. This date and time are hereinafter referred to as the "First Closing Date." On the First Closing Date, the Trust shall deliver or cause to be delivered certificates representing the Firm Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Trust of the purchase price by certified or official bank check or checks payable in immediately available funds or wire transfer to an account in New York previously designated to the Underwriters by the Trust. The Firm Securities to be offered and sold by the Underwriters shall be (i) in the form of one or more permanent global securities in definitive form (the "Firm Global Securities"), (ii) registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") and (iii) delivered to The Bank of New York as custodian for DTC. Interests in any Firm Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. For the purpose of expediting the checking and packaging of the certificates for the Firm Securities, the Trust shall make the certificates representing the Firm Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City Eastern time, on the business day prior to specified in the First applicable Terms Agreement, or at such other time and date as shall be agreed upon (each such date and time of payment and delivery being herein called the "Closing Date") in the manner set forth in the applicable ------------ Terms Agreement. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Offered Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Common Stock, the Company shall make the certificates representing the Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Closing Date. The Debt Securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, one or more depositories, or a nominee thereof, identified in the Prospectus relating to such series. In such a case, the manner of delivery of such global securities will be set forth in the applicable Terms Agreement, or if not so set forth, as described in the applicable Prospectus. At any time on or before the thirtieth day after the date of this Agreementany Terms Agreement relating to Option Securities, if applicable, the option granted in Section 3 2 may be exercised by written notice being given to the Trust Company by or on behalf of the Underwriters. Such notice shall set forth the aggregate number or amount of Optional Option Securities as to which the option is being exercised exercised, the names in which the Option Securities are to be registered if not in global form as set forth above, the denominations in which the shares of Option Securities are to be issued and the date and time, as determined by the Underwriters, when the Optional Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the third second business day after the date on which the option shall have been exercised nor later than the seventh third business day after the date on which the option shall have been exercised. The date and time the Optional Option Securities are delivered are hereinafter sometimes referred to as the "Optional Closing Date" and the First Closing Date and the Optional Closing Date are each hereinafter referred to as a "Option Closing Date". ------------------- Delivery of and payment for the Optional Option Securities shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Trust) Company at 10:00 a.m., New York City Eastern time, on the Optional Option Closing Date). On the Optional Option Closing Date, the Trust Company shall deliver or cause to be delivered the certificates representing the Optional Option Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Trust Company of the purchase price by certified or official bank check or checks payable in immediately available funds or wire transfer to an account in New York previously designated to the Underwriters by the Trust. The Optional Securities to be offered and sold by the Underwriters shall be (i) in the form of one or more permanent global securities in definitive form (the "Optional Global Securities"), (ii) registered manner set forth in the name of Cede & Co., as nominee for DTC and (iii) delivered to The Bank of New York as custodian for DTC. Interests in any Optional Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. For the purpose of expediting the checking and packaging of the certificates for the Optional Securities, the Trust shall make the certificates representing the Optional Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the Optional Closing Dateapplicable Terms Agreement. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. As compensation Upon delivery, the Option Securities shall be registered in such names (if other than in global form) and in such denominations as the Underwriters shall request in the aforesaid notice. For the purpose of expediting the checking and packaging of certificates for the Underwriters' commitmentsOption Securities that are Common Stock, the Guarantor will pay Company shall make the certificates representing such Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Underwriters for their proportionate accounts on each Closing Date $[ ] per each Preferred Security purchased by such Underwriter on the respective Option Closing Date.

Delivery of and Payment for the Offered Securities. Delivery of and -------------------------------------------------- payment for the Firm Offered Securities shall be made at the headquarters office of Skaddenthe managing Underwriter, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XXor at such other location as may be agreed upon by the Underwriters and the Company, at 10:00 a.m., New York City Eastern time, on [ ]the third business day (or on the fourth business day, ______ if permitted by the Rules and Regulations) following the date of this Agreement, or at such other time and date (not later than seven full business days thereafter), time or place as shall be determined by agreement between the Underwriters and the Trust. This agreed upon (each such date and time are hereinafter referred to as of payment and delivery being herein called the "First Closing Date." On the First Closing Date, the Trust shall deliver or cause to be delivered certificates representing the Firm Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Trust of the purchase price by certified or official bank check or checks payable in immediately available funds or wire transfer to an account in New York previously designated to the Underwriters by the Trust. The Firm Securities to be offered and sold by the Underwriters shall be (i") in the form of one or more permanent global securities in definitive form (the "Firm Global Securities"), (ii) registered manner set forth in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") and (iii) delivered to The Bank of New York as custodian for DTCapplicable Terms Agreement. Interests in any Firm Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. For the purpose of expediting the checking and packaging of the certificates for the Firm Securities, the Trust shall make the certificates representing the Firm Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the First Closing Date. ------------ Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Offered Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Common Stock, the Company shall make the certificates representing the Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Closing Date. The Debt Securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, one or more depositories, or a nominee thereof, identified in the Prospectus relating to such series. In such a case, the manner of delivery of such global securities will be set forth in the applicable Terms Agreement, or if not so set forth, as described in the applicable Prospectus. At any time on or before the thirtieth day after the date of this Agreementany Terms Agreement relating to Option Securities, if applicable, the option granted in Section 3 2 may be exercised by written notice being given to the Trust Company by or on behalf of the Underwriters. Such notice shall set forth the aggregate number or amount of Optional Option Securities as to which the option is being exercised exercised, the names in which the Option Securities are to be registered if not in global form as set forth above, the denominations in which the shares of Option Securities are to be issued and the date and time, as determined by the Underwriters, when the Optional Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the third second business day after the date on which the option shall have been exercised nor later than the seventh third business day after the date on which the option shall have been exercised. The date and time the Optional Option Securities are delivered are hereinafter sometimes referred to as the "Optional Closing Date" and the First Closing Date and the Optional Closing Date are each hereinafter referred to as a "Option ------ Closing Date". Delivery of and payment for the Optional Option Securities shall be made ------------ at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Trust) at 10:00 a.m., New York City time, on the Optional Closing Date. On the Optional Closing Date, the Trust shall deliver or cause to be delivered certificates representing the Optional Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Trust of the purchase price by certified or official bank check or checks payable in immediately available funds or wire transfer to an account in New York previously designated to the Underwriters by the Trust. The Optional Securities to be offered and sold by the Underwriters shall be (i) in the form of one or more permanent global securities in definitive form (the "Optional Global Securities"), (ii) registered in the name of Cede & Co., as nominee for DTC and (iii) delivered to The Bank of New York as custodian for DTC. Interests in any Optional Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. For the purpose of expediting the checking and packaging of the certificates for the Optional Securities, the Trust shall make the certificates representing the Optional Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the Optional Closing Date. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. As compensation for the Underwriters' commitments, the Guarantor will pay to the Underwriters for their proportionate accounts on each Closing Date $[ ] per each Preferred Security purchased by such Underwriter on the respective Closing Date.this

Delivery of and Payment for the Offered Securities. Delivery of and payment for the Firm Securities Stock shall be made at the office offices of SkaddenXxxxx & Xxxxxxx L.L.P., ArpsWashington, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XXD.C., at 10:00 a.m.A.M., New York City time, on [ ], ______ the fourth full business day following the date of this Agreement or at such other date (not later than seven full business days thereafter), time or place as shall be determined by agreement between the Underwriters Representatives and the TrustCompany. This date and time are hereinafter sometimes referred to as the "First Closing Delivery Date." On the First Closing Delivery Date, the Trust Company and the Selling Stockholder shall deliver or cause to be delivered certificates representing the Firm Securities Stock to the Underwriters Representatives for the account of each Underwriter against payment to or upon the order of the Trust Company and the Selling Stockholder of the purchase price by certified or official bank check or checks payable in immediately available funds or wire transfer of federal (same-day) funds to an account in New York or accounts previously designated in writing to the Underwriters Xxxxxx Brothers Inc. by the Trust. The Firm Securities to be offered Company and sold by the Underwriters shall be (i) in the form of one or more permanent global securities in definitive form (the "Firm Global Securities"), (ii) registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") and (iii) delivered to The Bank of New York as custodian for DTC. Interests in any Firm Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. For the purpose of expediting the checking and packaging of the certificates for the Firm Securities, the Trust shall make the certificates representing the Firm Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the First Closing DateSelling Stockholders. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Firm Stock shall be registered in such names and in such denominations as the Representatives shall request in writing not less than two full business days prior to the First Delivery Date. For the purpose of expediting the checking and packaging of the certificates for the Firm Stock, the Company and the Selling Stockholders shall make the certificates representing the Firm Stock available for inspection by the Representatives in New York, New York, not later than 2:00 P.M., New York City time, on the business day prior to the First Delivery Date. At any time on or before the thirtieth day after the date of this Agreement, Agreement the option granted in Section 3 may be exercised by written notice being given to the Trust Company by the UnderwritersRepresentatives. Such notice shall set forth the aggregate number of Optional Securities shares of Option Stock as to which the option is being exercised exercised, the names in which the shares of Option Stock are to be registered, the denominations in which the shares of Option Stock are to be issued and the date and time, as determined by the UnderwritersRepresentatives, when the Optional Securities shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Delivery Date nor earlier than the third second business day after the date on which the option shall have been exercised nor later than the seventh fifth business day after the date on which the option shall have been exercised. The date and time the Optional Securities shares of Option Stock are delivered are hereinafter sometimes referred to as the "Optional Closing Second Delivery Date" and the First Closing Delivery Date and the Optional Closing Second Delivery Date are sometimes each hereinafter referred to as a "Closing Delivery Date". Delivery of and payment for the Optional Securities shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Trust) at 10:00 a.m., New York City time, on the Optional Closing Date. On the Optional Closing Date, the Trust shall deliver or cause to be delivered certificates representing the Optional Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Trust of the purchase price by certified or official bank check or checks payable in immediately available funds or wire transfer to an account in New York previously designated to the Underwriters by the Trust. The Optional Securities to be offered and sold by the Underwriters shall be (i) in the form of one or more permanent global securities in definitive form (the "Optional Global Securities"), (ii) registered in the name of Cede & Co., as nominee for DTC and (iii) delivered to The Bank of New York as custodian for DTC. Interests in any Optional Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. For the purpose of expediting the checking and packaging of the certificates for the Optional Securities, the Trust shall make the certificates representing the Optional Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the Optional Closing Date. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. As compensation for the Underwriters' commitments, the Guarantor will pay to the Underwriters for their proportionate accounts on each Closing Date $[ ] per each Preferred Security purchased by such Underwriter on the respective Closing Date.

Delivery of and Payment for the Offered Securities. Delivery of -------------------------------------------------- and payment for the Firm Offered Securities shall be made at the headquarters office of Skaddenthe managing Underwriter, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XXor at such other location as may be agreed upon by the Underwriters and the Company, at 10:00 a.m., New York City Eastern time, on [ ]the third business day (or on the fourth business day, ______ if permitted by the Rules and Regulations) following the date of this Agreement, or at such other time and date (not later than seven full business days thereafter), time or place as shall be determined by agreement between the Underwriters and the Trust. This agreed upon (each such date and time are hereinafter referred to as of payment and delivery being herein called the "First Closing Date." On the First Closing Date, the Trust shall deliver or cause to be delivered certificates representing the Firm Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Trust of the purchase price by certified or official bank check or checks payable in immediately available funds or wire transfer to an account in New York previously designated to the Underwriters by the Trust. The Firm Securities to be offered and sold by the Underwriters shall be (i") in the form of one or more permanent global securities in definitive form (the "Firm Global Securities"), (ii) registered manner set forth in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") and (iii) delivered to The Bank of New York as custodian for DTC. Interests in any Firm Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. For the purpose of expediting the checking and packaging of the certificates for the Firm Securities, the Trust shall make the certificates representing the Firm Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the First Closing Date------------ applicable Terms Agreement. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Offered Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Common Stock, the Company shall make the certificates representing the Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Closing Date. The Debt Securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, one or more depositories, or a nominee thereof, identified in the Prospectus relating to such series. In such a case, the manner of delivery of such global securities will be set forth in the applicable Terms Agreement, or if not so set forth, as described in the applicable Prospectus. At any time on or before the thirtieth day after the date of this Agreementany Terms Agreement relating to Option Securities, if applicable, the option granted in Section 3 2 may be exercised by written notice being given to the Trust Company by or on behalf of the Underwriters. Such notice shall set forth the aggregate number or amount of Optional Option Securities as to which the option is being exercised exercised, the names in which the Option Securities are to be registered if not in global form as set forth above, the denominations in which the shares of Option Securities are to be issued and the date and time, as determined by the Underwriters, when the Optional Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the third second business day after the date on which the option shall have been exercised nor later than the seventh third business day after the date on which the option shall have been exercised. The date and time the Optional Option Securities are delivered are hereinafter sometimes referred to as the "Optional Closing Date" and the First Closing Date and the Optional Closing Date are each hereinafter referred to as a "Option Closing Date". ------------------- Delivery of and payment for the Optional Option Securities shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Trust) Company at 10:00 a.m., New York City Eastern time, on the Optional Option Closing Date). On the Optional Option Closing Date, the Trust Company shall deliver or cause to be delivered the certificates representing the Optional Option Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Trust Company of the purchase price by certified or official bank check or checks payable in immediately available funds or wire transfer to an account in New York previously designated to the Underwriters by the Trust. The Optional Securities to be offered and sold by the Underwriters shall be (i) in the form of one or more permanent global securities in definitive form (the "Optional Global Securities"), (ii) registered manner set forth in the name of Cede & Co., as nominee for DTC and (iii) delivered to The Bank of New York as custodian for DTC. Interests in any Optional Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. For the purpose of expediting the checking and packaging of the certificates for the Optional Securities, the Trust shall make the certificates representing the Optional Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the Optional Closing Dateapplicable Terms Agreement. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. As compensation Upon delivery, the Option Securities shall be registered in such names (if other than in global form) and in such denominations as the Underwriters shall request in the aforesaid notice. For the purpose of expediting the checking and packaging of certificates for the Underwriters' commitmentsOption Securities that are Common Stock, the Guarantor will pay Company shall make the certificates representing such Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Underwriters for their proportionate accounts on each Closing Date $[ ] per each Preferred Security purchased by such Underwriter on the respective Option Closing Date.

Delivery of and Payment for the Offered Securities. Delivery of -------------------------------------------------- and payment for the Firm Offered Securities shall be made at the headquarters office of Skaddenthe managing Underwriter, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XXor at such other location as may be agreed upon by the Underwriters and the Company, at 10:00 a.m., New York City Eastern time, on [ ]the third business day (or on the fourth business day, ______ if permitted by the Rules and Regulations) following the date of this Agreement, or at such other time and date (not later than seven full business days thereafter), time or place as shall be determined by agreement between the Underwriters and the Trust. This agreed upon (each such date and time are hereinafter referred to as of payment and delivery being herein called the "First Closing Date." On the First Closing Date, the Trust shall deliver or cause to be delivered certificates representing the Firm Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Trust of the purchase price by certified or official bank check or checks payable in immediately available funds or wire transfer to an account in New York previously designated to the Underwriters by the Trust. The Firm Securities to be offered and sold by the Underwriters shall be (i") in the form of one or more permanent global securities in definitive form (the "Firm Global Securities"), (ii) registered manner set forth in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") and (iii) delivered to The Bank of New York as custodian for DTC. Interests in any Firm Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. For the purpose of expediting the checking and packaging of the certificates for the Firm Securities, the Trust shall make the certificates representing the Firm Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the First Closing Date------------ applicable Terms Agreement. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. Upon delivery, the Offered Securities shall be registered in such names and in such denominations as the Underwriters shall request in writing not less than two full business days prior to the Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Common Stock, the Company shall make the certificates representing the Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Closing Date. The Debt Securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, one or more depositories, or a nominee thereof, identified in the Prospectus relating to such series. In such a case, the manner of delivery of such global securities will be set forth in the applicable Terms Agreement, or if not so set forth, as described in the applicable Prospectus. At any time on or before the thirtieth day after the date of this Agreementany Terms Agreement relating to Option Securities, if applicable, the option granted in Section 3 2 may be exercised by written notice being given to the Trust Company by or on behalf of the Underwriters. Such notice shall set forth the aggregate number or amount of Optional Option Securities as to which the option is being exercised exercised, the names in which the Option Securities are to be registered if not in global form as set forth above, the denominations in which the shares of Option Securities are to be issued and the date and time, as determined by the Underwriters, when the Optional Option Securities are to be delivered; provided, however, that this date and time shall not be earlier than the First Closing Date nor earlier than the third second business day after the date on which the option shall have been exercised nor later than the seventh third business day after the date on which the option shall have been exercised. The date and time the Optional Option Securities are delivered are hereinafter sometimes referred to as the "Optional Closing Date" and the First Closing Date and the Optional Closing Date are each hereinafter referred to as a "Option Closing Date". Delivery of and payment ------------------- for the Optional Option Securities shall be made at the place specified in the first sentence of the first paragraph of this Section 4 (or at such other place as shall be determined by agreement between the Underwriters and the Trust) Company at 10:00 a.m., New York City Eastern time, on the Optional Option Closing Date). On the Optional Option Closing Date, the Trust Company shall deliver or cause to be delivered the certificates representing the Optional Option Securities to the Underwriters for the account of each Underwriter against payment to or upon the order of the Trust Company of the purchase price by certified or official bank check or checks payable in immediately available funds or wire transfer to an account in New York previously designated to the Underwriters by the Trust. The Optional Securities to be offered and sold by the Underwriters shall be (i) in the form of one or more permanent global securities in definitive form (the "Optional Global Securities"), (ii) registered manner set forth in the name of Cede & Co., as nominee for DTC and (iii) delivered to The Bank of New York as custodian for DTC. Interests in any Optional Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the Prospectus. For the purpose of expediting the checking and packaging of the certificates for the Optional Securities, the Trust shall make the certificates representing the Optional Securities available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., New York City time, on the business day prior to the Optional Closing Dateapplicable Terms Agreement. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. As compensation Upon delivery, the Option Securities shall be registered in such names (if other than in global form) and in such denominations as the Underwriters shall request in the aforesaid notice. For the purpose of expediting the checking and packaging of certificates for the Underwriters' commitmentsOption Securities that are Common Stock, the Guarantor will pay Company shall make the certificates representing such Common Stock available for inspection by the Underwriters in New York, New York, not later than 2:00 p.m., Eastern time, on the business day prior to the Underwriters for their proportionate accounts on each Closing Date $[ ] per each Preferred Security purchased by such Underwriter on the respective Option Closing Date.